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HomeMy WebLinkAboutCity Council Resolution 1986-349RESOLUTION NO. 86-349 RESOLUTION AUTHORIZING A PROJECT UNDER 10 THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT BE IT RESOLVED by the Council of the City of Plymouth, Minnesota, as follows: 1. The Council has received a proposal from William F. Bieber, an individual (the "Company") that the City undertake to partially finance a certain Project as herein described, pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes (the "Act"), through issuance by the City of its $2,900,000 Development Revenue Bonds, Series 1986 (William F. Bieber Project) (the "Bonds"), and in accordance with a Bond Purchase Agreement (the "Purchase Agreement") between the City, the Company and Miller Securities Incorporated (the "Bond Purchaser"). 2. The Company desires to acquire certain real estate and existing building and renovate and rehabilitate it for use as office, manufacturing and warehouse space (hereinafter referred co as the "Project"). The Project as described above will provide employment to approximately 137 additional persons and will otherwise further the policies and purposes of the Act and the findings made in the preliminary resolution adopted by this Council on April 7 , 1986 with respect to the Project are hereby ratified, affirmed and approved. 3. It is proposed that, pursuant to a Loan Agreement dated June 1, 1986, between the City and the Company (the "Loan Agreement"), the City loan the proceeds of the Bonds to the Company to partially finance the cost of the Project. The basic payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. It is further proposed that the City assign its rights to the basic payments and certain other rights under the Loan Agreement to National City Bank of Minneapolis, in Minneapolis, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of Trust dated June 1, 1986 (the "Indenture") and that the Company grant a mortgage and security interest in the Project to the Trustee pursuant to a Mortgage and Security Agreement dated June 1, 1986 (the "Mortgage") and to further secure the payment of the Bonds and the interest thereon, enter into an Assignment of Leases and Rents dated June 1, 1986 (the "Assignment of Leases and Rents"). p9#2 RES W0. 86-349 • 4. This Council by action taken on. ADH 1.7 1986 gave preliminary approval to the proposal and bond allocation has been awarded. 5. Pursuant to the preliminary approval of the Council, forms of the following documents have been submitted to the Council for approval: (a) The Loan Agreement. (b) The Indenture. (c) The Mortgage. (d) The Assignment of Leases and Rents. (e) The Purchase Agreement. (f) The Preliminary Official Statement. 6. It is hereby found, determined and declared that: (a) the Project described in the Loan Agreement and Indenture referred to above constitutes a Project authorized by the Act; • (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by the acquisition, renovation, rehabilitation and equipping of a facility for use as office, manufacturing and warehouse facility; (c) the Project is to be located within the City limits, at a site which is easily accessible to employees residing within the City and the surrounding communities; (d) the acquisition, renovation and rehabilitation of the Project, the issuance and sale of the Bonds, the execution and delivery by the City of the Loan Agreement, and the Indenture, and the performance of all covenants and agreements of the City contained in the Loan Agreement and Indenture and of all other acts and #3 RES N0. 86-349 • things required under the constitution and laws of the State of Minnesota to make the Loan Agreement, Indenture and Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (e) it is desirable that the Company be authorized, in accordance with the provisions of Section 474.03 of the Act and subject to the terms and conditions set forth in the Loan Agreement, which terms and conditions the Ci`_y determines to be necessary, desirable and proper, to complete the acquisition and installation of the Project by such means as shall be available to the Company and in the manner determined by the Company, and wiwith or without advertisement for bids as required for the acquisition and installation of municipal facilities; (f) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (g) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, • premium, if any, and interest on the Bonds issued under the Indenture when due, and the Loan Agreement, Mortgage and Indenture also provide that the Company is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project Premises and payable during the term of the Mortgage, Loan Agreement and Indenture; (h) under the provisions of Minnesota Statutes, Section 474.10, and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing pg# 4 RES W0. 86-349 • powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shal] not constitute a charge, lien or encumbrance, legal or equitable upon any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall recite that the Bonds are issued without moral obligation on the part of the state or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. 7. Subject to the approval of the City Attorney, the forms of the Loan Agreement, the Purchase Agreement and Indenture and exhibits thereto and all other documents described in paragraph 4 hereof are approved substantially in the form submitted. The Loan Agreement, Indenture, and Purchase Agreement in substantially the form submitted, are directed to be executed in the name and on behalf of the City by the Mayor, Manager and City Clerk along with any other documents and certificates necessary to the transaction described above. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in said Loan Agreement and Indenture. 8. In accordance with Section 103(b)(6) of the Internal Revenue Code of 1954, as amended (the "Code"), and the regulations promulgated thereunder, the City elects to have the provisions of Section 103(b)(6)(D) of the Code apply to the Bonds. 9. The City has not prepared nor made any independent investigation of the Preliminary information contained in the Official Statement other than the section therein captioned "Issuer," and the City takes no responsibility for such information. 10. The City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture. The offer of the Bond Purchaser to purchase the pg # 5 RES N0. 86-349 Bonds for $2,784,000 plus accrued interest to the date of 10 delivery at the interest rate or rater specified in the Indenture is hereby accepted. The Mayor, Manager and City Clerk are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bond Purchaser. 11. The Mayor, Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the Bond Purchaser certified copies of all proceedings and records of the City relating to the bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 12. The approvul hereby given to the various documents referred to above includes approval of such additional details therf:;,z as may be, :~necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and apprc;priate and approved by the City Attorney and the City officials authorized herein to execute said documents prior to their execution; and • said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor, Manager or Clerk, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor, Manager or the City Clerk, respectively. Passed: June 2, 1986 1982 Mayor Attest City Clerk (SEAL)